EXHIBIT 4.2

                            FORM OF STOCK CERTIFICATE

         SEE RESTRICTIVE LEGENDS ON THE REVERSE SIDE OF THIS CERTIFICATE
                       INCORPORATED UNDER THE LAWS OF THE
                                STATE OF MARYLAND

-------------------------                              -------------------------
         Number                                                 Shares



-------------------------                              -------------------------


--------------------------------------------------------------------------------

                          DEL MAR INCOME PARTNERS, LTD.

--------------------------------------------------------------------------------
                          Common Stock, $.001 Par Value
--------------------------------------------------------------------------------

THIS CERTIFIES THAT _______ is the owner of______ Shares of the Common Stock of

                         Del Mar Income Partners, Ltd.

Transferable only on the books of the Corporation by the holder hereof in person
      or by Attorney upon surrender of this Certificate properly endorsed.

   IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
  signed by its duly authorized officers and to be sealed with the seal of the
                Corporation this ____ day of ______, A.D._____.



--------------------------------------       -----------------------------------
Wanda  E. Wages              Secretary       Stephen D. Replin         President




<PAGE>



      THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
      ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF
      THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
      TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
      SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED
      IN THE CORPORATION'S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR
      CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF
      9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF
      COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER
      (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO
      PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF
      THE CORPORATION IN EXCESS OF 9.8 PERCENT OF THE VALUE OF THE TOTAL
      OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON
      IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE
      APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
      CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD"
      UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO
      FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF
      CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE
      CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO
      BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
      CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A
      PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN
      EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY
      THE CORPORATION. ATTEMPTED TRANSFERS OF OWNERSHIP IN VIOLATION OF THESE
      RESTRICTIONS SHALL BE NULL AND VOID AB INITIO. IN ADDITION, IF ANY OF THE
      RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF CAPITAL
      STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF
      A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN
      ADDITION, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN
      VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL
      CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER
      OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY
      OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE
      FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST
      AND WITHOUT CHARGE.

      THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
      REQUESTS, THE DESIGNATIONS, PREFERENCES AND RIGHTS ON EACH CLASS OF STOCK
      OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
      SUCH PREFERENCES AND/OR RIGHTS.

     For  Value  Received,   _______________________  hereby  sell,  assign  and
     transfer unto  ____________________________________________________________

     Shares  represented by the within  Certificate,  and do hereby  irrevocably
     constitute  and  appoint  ___________________________________  Attorney  to
     transfer the said Shares on the books of the within named  Corporation with
     full power of substitution in the premises.

     Dated __________________                    _____________________________
                                                 Signature



<PAGE>
                      [NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND
                                  WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                                       CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
                             ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.]



In presence of

----------------------------


<PAGE>